80% of the Group's employees are now
eligible and thus closely associated with Pernod Ricard's
growth
Regulatory News:
Pernod Ricard (Paris:RI):
Press Release – 18 March 2022
Building on the success of its first employee shareholding
operation in 2019, Pernod Ricard plans to once again involve its
employees in the Group's growth and reward them for their daily
commitment.
From 21 March 2022, Pernod Ricard employees will have the
opportunity to participate in the Group's shareholding plan. Named
"Accelerate", this plan contributes to the conditions for
sustainable and profitable growth for all Pernod Ricard
stakeholders, starting with its employees. The employee
shareholding plan will allow all beneficiaries to acquire Pernod
Ricard shares at advantageous conditions within the framework of
the Group Savings Plan (PEG) and an International Group Savings
Plan (PEGI).
For this second edition, and in line with the Group's ambition
to extend this scheme to as many people as possible, seven new
markets are now eligible. The launch of this plan is the result of
nearly eight months of preparatory work by the Group's headquarters
and the teams in the 24 markets associated with the project
worldwide.
Alexandre Ricard: "Already more than 80 years ago, our founder,
Paul Ricard, was a pioneer in this field by offering Ricard
employees innovative profit-sharing and employee savings schemes. I
am particularly proud to be able to continue this commitment by
offering a growing number of employees the opportunity to
participate in our second employee share ownership plan. Our
employees have always been at the heart of our success and have
shown incredible resilience and commitment during these recent
challenging years. Together with the Board of Directors, we wanted
to involve them even more closely in Pernod Ricard’s growth.”
The "Accelerate 2022" project was approved by the Board of
Directors on 21 July 2021.
About Pernod Ricard Pernod Ricard is the No.2 worldwide
producer of wines and spirits with consolidated sales amounting to
€8,824 million in FY21. The Group, which owns 16 of the Top 100
Spirits Brands, holds one of the most prestigious and comprehensive
portfolios in the industry with over 240 premium brands distributed
across more than 160 markets. Pernod Ricard’s portfolio includes
Absolut Vodka, Ricard pastis, Ballantine’s, Chivas Regal, Royal
Salute, and The Glenlivet Scotch whiskies, Jameson Irish whiskey,
Martell cognac, Havana Club rum, Beefeater gin, Malibu liqueur,
Mumm and Perrier-Jouët champagnes, as well Jacob’s Creek, Campo
Viejo, Mumm Sparkling and Kenwood wines. Pernod Ricard’s strategy
focuses on investing in long-term and sustainable growth for all
its stakeholders, remaining true to its founding values:
entrepreneurial spirit, mutual trust, and strong sense of ethics.
The Group’s decentralised organisation empowers its 18,500
employees to be on-the-ground ambassadors of its vision of
“Créateurs de Convivialité”. Pernod Ricard 2030 Sustainability and
Responsibility roadmap “Good Times from a Good Place” is integrated
into all its activities from grain to glass, and Pernod Ricard is
recognised as a UN Global Compact LEAD participant. Pernod Ricard
is listed on Euronext (Ticker: RI; ISIN Code: FR0000120693) and is
part of the CAC 40 and Eurostoxx 50 indices.
DETAILS OF THE
OPERATION
ISSUER PERNOD RICARD Euronext Paris (France) –
compartiment A ISIN code for ordinary shares: FR0000120693 RI Share
admitted to the Deferred Settlement System (SRD)
FRAMEWORK OF THE
OPERATION
On 21 July 2021, the Board of Directors of Pernod Ricard (the
"Company") decided on the principle of a sale of Pernod Ricard
shares reserved for eligible employees and corporate officers of
the Company and its affiliates within the meaning of Article L.
225-180 of the French Commercial Code and Article L. 3344-1 of the
French Labour Code who are members of the Pernod Ricard group
savings plan or the Pernod Ricard international group savings plan
(the "Group").
The shares sold to employees will come either from treasury
shares or from the implementation of the share buyback program
decided by the Board of Directors on November 10, 2021 under the
12th resolution adopted by the shareholders on November 10,
2021.
This share offering is offered to all Group employees in France,
Australia, Brazil, Canada, China, Czech Republic, Germany, Greece,
Hong Kong, India, Ireland, Italy, Japan, Kazakhstan, Mexico, New
Zealand, Poland, South Africa, Spain, Sweden, Taiwan, Turkey,
United Kingdom and the USA which will be eligible to the Pernod
Ricard Group Savings Plan or to the Pernod Ricard International
Group Savings Plan, subject to obtaining the necessary approvals
from the local authorities.
CONDITIONS OF THE
OFFERING
The beneficiaries
The beneficiaries of this share offering are the Group's
eligible employees and corporate officers who are members of the
Pernod Ricard Group Savings Plan or the Pernod Ricard International
Group Savings Plan (the "Beneficiaries").
The eligible corporate officers are those who meet the
conditions of Article L. 3332-2 of the French Labour Code. Both the
eligible employees and corporate officers are those who have been
employed for at least three months.
Number of shares offered
This share offering is proposed to the Beneficiaries within the
limit of a maximum number of Pernod Ricard shares that will be
equal to the minimum between:
(i) 102,500,000 euros divided by the reference price; and
(ii) 550,000 shares.
The proposed formula
Beneficiaries are offered to acquire Pernod Ricard shares under
a leveraged formula (via an exchange contract with a bank) under
which the Beneficiary who participates in the share offering
receives at least the amount of his personal contribution at
maturity, plus either a guaranteed return of 4% or, if higher, a
multiple of the performance of the Pernod Ricard shares over the
duration of the plan. In some countries, the multiple formula
mechanism could be implemented through the allocation of Stock
Appreciation Rights (SARs).
In most countries, the acquisition of shares will be made
through an employee shareholding fund (FCPE) created specifically
for the purpose of the employee share ownership offering.
In four countries, the acquisition of shares will be carried out
directly.
Purchase price
The Board of Directors has delegated to the Chairman and Chief
Executive Officer the power to set the purchase price of the
shares. This price will be equal to 80% of the reference price (the
average of the volume-weighted average prices of the Pernod Ricard
share on the Euronext Paris market during the twenty trading days
preceding the date of the price fixing). The acquisition price is
expected to be set on May 9, 2022
Individual acquisition limit
The individual investment limit (excluding the bank's
contribution) is 2.5% of gross annual remuneration.
Lock-up period
Participants in the offering must keep the shares subscribed
directly or the FCPE units until June 7, 2027 unless an early exit
event occurs.
Voting rights
The voting rights of the unit holders of the employee
shareholding funds will be exercised at Pernod Ricard's general
meetings by the Supervisory Board of the employee shareholding fund
or directly by the employee subscribers in countries where the
shares are subscribed directly.
INDICATIVE TIMETABLE FOR THE OPERATION
Reservation period:
between 21 March and 4 April 2022
Purchase price set on:
9 May 2022
Cancellation period:
between 11 and 13 May 2022
Settlement/delivery of shares:
7 June 2022
These dates are provided for
information only and may change.
HEDGING TRANSACTIONS
The introduction of a leveraged offering may cause the
structuring bank (Société Générale) as a counterpart to the trade,
to generate hedging agreements prior to setting up the share
offering, from the date of the publication of this press release
and throughout the duration of the operation.
Furthermore, the Company intends to acquire a number of shares
up to the maximum number being offered in the offering described
above.
SPECIFIC STATEMENTS FOR
INTERNATIONAL
This press release does not constitute an offer of sale or
solicitation for the acquisition of Pernod Ricard shares. The
offering of Pernod Ricard shares reserved for employees will be set
up only in countries where such an offer has been registered with
the competent local authorities and/or following the approval of a
prospectus by the competent local authorities, or in consideration
of an exemption from the obligation to prepare a prospectus or to
register an offer. In particular, the shares have not been and will
not be registered under the United States Securities Act of 1933.
In general, the offer will be made only in countries where all the
registration and/or notification procedures required have been
completed and the authorizations obtained. This press release is
not intended for, and copies thereof should not be sent to,
countries in which such a prospectus has not been approved or such
an exemption is not available or in which all required
registrations and/or notifications have not yet been made or
authorizations obtained.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220318005322/en/
Florence Tresarrieu / Global SVP Investor Relations and Treasury
+33 (0) 1 70 93 17 03 Charly Montet / Investor Relations Manager
+33 (0) 1 70 93 17 13 Emmanuel Vouin / Head of External Engagement
+33 (0) 1 70 93 16 34
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